Exhibit 4.3

PLEDGE, SECURITY AGREEMENT AND ACCOUNT CONTROL AGREEMENT

THIS PLEDGE, SECURITY AGREEMENT AND ACCOUNT CONTROL AGREEMENT (this “ Agreement ”) is entered into as of April 30, 2009, by NEWCASTLE INVESTMENT CORP., a Maryland corporation (the “ Company ”), NIC TP LLC, a Delaware limited liability company (the “ Pledgor ”), THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association (the “ Bank ”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as trustee for the benefit of the Holders (as defined below) from time to time under the Indenture referred to below (together with its successors and assigns, the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee are parties to that certain Junior Subordinated Indenture dated as of April 30, 2009 with respect to the Company’s Junior Subordinated Notes due 2035 (the “ Securities ”) (as the same may be amended, restated, supplemented or replaced from time to time, the “ Indenture ”). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Indenture.

WHEREAS, pursuant to Section 10.5 of the Indenture, the Company has agreed to enter into this Agreement in order to pledge to the Trustee the Collateral (as defined below) and to grant in favor of the Trustee a security interest in the Collateral, and to perfect the Trustee’s security interest in the Collateral Account (as defined below).

WHEREAS, the Pledgor is a special purpose, wholly owned subsidiary of the Company.

WHEREAS, the Pledgor maintains that certain account no. 76148, entitled “NEWCASTLE NIC TP CUSTODY” with the Bank (the “ Collateral Account ”) pursuant to a custodial agreement between the Bank and the Pledgor dated as of April 30, 2009 (the “ Account Agreement ”), a copy of which is attached hereto as Exhibit A , into which certain funds shall be deposited as provided herein and the Indenture.

WHEREAS, the Trustee, the Pledgor, the Company and the Bank have agreed to enter into this Agreement so as to pledge to and grant unto the Trustee, for the benefit of the Holders (defined below), the Collateral and perfect the Trustee’s security interest in the Collateral Account, and the Company has, additionally, entered into this Agreement for the purpose of confirming certain obligations of the Company to the Bank and the Trustee in connection with the Pledgor’s pledge and other agreements contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of their mutual covenants and promises, the parties hereto agree as follows:

“ Business Day ” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the City of New York are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.

“ Collateral ” shall mean, collectively, (i) the Collateral Account; together with all funds credited and on deposit in the Collateral Account; and (ii) any and all proceeds of any of the foregoing whether now owned and existing or hereafter acquired or arising including, without limitation, proceeds received upon the sale, exchange or other disposition of any of the foregoing.

“ Event of Default ” shall mean an event of default under the Indenture.

“ Holders ” shall mean the holders of the outstanding Securities.

“ Interest ” shall have the meaning given to such term in Section 2(d).

“ Majority Holders ” shall mean Holders of a majority in aggregate principal amount of the outstanding Securities.

“ Participation Interest ” shall mean that certain A-4 Participation Interest in the amount of $23,125,000 in that certain Mezzanine Loan (the “ Mezzanine Loan ”) in the maximum principal amount of $130,000,000 made by Fortress Credit Corp. as of February 7, 2005 to 401 Mezz Venture LLC, a Delaware limited liability company, the owner of one hundred percent (100%) of the ownership interest in 401 North Wabash Venture LLC, a Delaware limited liability company, the owner of certain property known as the Trump International Hotel and Tower Chicago (the “ Trump Property ”).

“ Person ” shall mean a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, government or any agency or political subdivision thereof, or any other entity of whatever nature.

“ Participation Proceeds ” shall mean all of the Pledgor’s right, title and interest in, to and under all payments, repayments, prepayments (including, but not limited to, exit fees, termination fees, equity kickers, defeasance collateral and the like), proceeds, distributions, cash, instruments and other property (other than the Participation Interest itself), collateral and other amounts from time-to-time received, or receivable in respect of the Mezzanine Loan, the Participation Interest, the Trump Property, or under the Participation Agreement.

“ Securities ” shall mean the “Securities,” as defined in the Indenture.

“ Trump Property ” shall have the meaning set forth in the definition of Participation Interest.

In addition, the term “ proceeds ” shall have the meaning set forth in the Uniform Commercial Code as in effect in the State of New York (the “ UCC ”). In the event that the UCC is revised subsequent to the date hereof, all references herein to the UCC shall be deemed to be references to such revision and the corresponding successor provisions and requirements.